Exhibit 2
Form 10-KSB
Reddi Brake Supply Company, Inc.

F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
                                                OCT 07 1991

                      ARTICLES OF AMENDMENT
                             TO THE
                    ARTICLES OF INCORPORATION
                               OF
                     FRANKLIN CAPITAL, INC.

Pursuant to the applicable provisions of the Nevada Business
Corporations Act, Franklin Capital, Inc. (the "Corporation")
adopts the following Articles of Amendment to its Articles of
Incorporation by stating the following:

FIRST:    The present name of the Corporation is Franklin
Capital, Inc.

SECOND:   The following amendments to its Articles of
Incorporation were adopted by majority vote of shareholders of
the Corporation on October 4, 1991 in the manner prescribed by
Nevada law.

          1.   Article IV, is amended as follows:

                           ARTICLE IV

                          CAPITAL STOCK

     The aggregate number of shares which this Corporation shall
have authority to issue is: (a) Twenty Five Million (25,000,000)
shares, $.0001 par value, which shares shall be designated
"Common Stock"; (b) Three Million (3,000,000) shares, no par
value, which shares shall be designated "Special Stock;" and (c)
Two Million Five Hundred Thousand (2,500,000) shares, $.0001 par
value, which shares shall be designated "Preferred Stock" and
which Preferred Stock may be issued in one or more series at the
discretion of the Board of Directors. In establishing a series
the Board of Directors shall give to it a distinctive designation
so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All shares of any
one series shall be alike in every particular except as otherwise
provided by these Articles of Incorporation or the Nevada
Business Corporation Act.

     1.   Dividends.     Dividends in cash, property or shares
shall be paid upon the Preferred Stock for any year on a
cumulative or noncumulative basis as determined by a
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resolution of the Board of Directors prior to the issuance of
such Preferred Stock, to the extent earned surplus for each such
year is available, in an amount as determined by a resolution of
the Board of Directors. Such Preferred Stock dividends shall be
paid pro rata to holders of Preferred Stock in any amount not
less than nor more than the rate as determined by a resolution of
the Board of Directors prior to the issuance of such Preferred
Stock. No other dividend shall be paid on the Preferred Stock.

     Dividends in cash, property or shares of the Corporation may
be paid upon the Common Stock, as and when declared by the Board
of Directors, out of funds of the corporation to the extent and
in the manner permitted by law, except that no Common Stock
dividend shall be paid for any year unless the holders of
Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.

No dividends shall be paid on Special Stock.

     2.   Distribution in Liquidation Upon any liquidation,
dissolution or winding up of the Corporation, and after paying or
adequately providing for the payment of all its obligations, the
remainder of the assets of the Corporation shall be distributed,
either in cash or in kind, first pro rata to the holders of the
Preferred Stock until an amount to be determined by a resolution
of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder
pro rata to the holders of the Common Stock. No distributions in
liquidation shall be made with respect to Special Stock.

     3.   Redemption     The Preferred Stock may be redeemed in
whole or in part as determined by a resolution of the Board of
Directors prior to the issuance of such Preferred Stock, upon
prior notice to the holders of record of the Preferred Stock,
published, mailed and given in such manner and form and on such
other terms and conditions as may be prescribed by the Bylaws or
by resolution of the Board of Directors, by payment in cash or
Common Stock for each share of the Preferred Stock to be
redeemed, as determined by a resolution of the Board of Directors
prior to the issuance of such Preferred Stock. Common Stock used
to redeem Preferred Stock shall be valued as determined by a
resolution of the Board of Directors prior to the issuance of
such Preferred Stock. Any rights to or arising from fractional
shares shall be treated as rights to or arising from one share.
No such purchase or retirement shall be made if the capital of
the Corporation would be impaired thereby.

     If less than all the outstanding shares are to be redeemed,
such redemption may be made by lot or pro rata as may be
prescribed by resolution of the Board of Directors; provided,
however, that the Board of Directors may alternatively invite
from shareholders offers to the Corporation of Preferred Stock at
less than an amount to be determined by a resolution of the Board
of Directors prior the issuance of such Preferred Stock, and when
such offers are invited, the Board of Directors shall then be
required to buy at the lowest price or prices offered, up to the
amount to be purchased.

     From and after the date fixed in any such notice as the date
of redemption (unless default
shall be made by the corporation in the payment of the redemption
price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders

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thereof as stockholders of the Corporation, except the right to
receive the redemption price, shall cease and terminate.

     Any purchase by the corporation of the shares of its
Preferred Stock shall not be made at prices in excess of said
redemption price.

     4.   Voting Rights; Cumulative Voting   Each outstanding
shares of Common Stock and Special Stock shall be entitled to one
vote and each fractional share of Common Stock and Special Stock
shall be entitled to a corresponding fractional vote on each
matter submitted to a vote of shareholders. A majority of the
shares of Common Stock and Special Stock entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. Except as otherwise provided by these
Articles of Incorporation or the Nevada Business Corporation Act,
if a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. When, with
respect to any action to be taken by shareholders of this
Corporation, the laws of Nevada require the vote or concurrence
of the holders of two-thirds of the outstanding shares, of the
shares entitled to vote thereon, or of any class or series, such
action may be taken by the vote or concurrence of a majority of
such shares or class or series thereof. Cumulative voting shall
not be allowed in the election of directors of this Corporation.

     Shares of Preferred Stock shall only be entitled to such
vote as is determined by the Board of Directors prior to the
issuance of such stock, except as required by law, in which case
each share of Preferred Stock shall be entitled to one vote.

     5.   Denial of Preemptive Rights   No holder of any shares
of the Corporation, whether now or hereafter authorized, shall
have any preemptive or preferential right to acquire any shares
or securities of the Corporation, including shares or securities
held in the treasury of the Corporation.

     6.   Conversion Rights.  Holders of shares of Preferred
Stock may be granted the right to convert such Preferred Stock to
Common Stock of the Corporation on such terms as may be
determined by the Board of Directors prior to issuance of such
Preferred Stock.

     7.   Automatic Conversion of Special Shares. Each share of
Special Stock shall be automatically converted to one share of
Common Stock as, if and to the extent the Corporation and its
subsidiaries exceed certain "earnings before interest and taxes"
targets by June 30, 1995. If and to the extent the Corporation
and its subsidiaries do not exceed such targets by June 30, 1995,
the Special Shares which have not become convertible into shares
of Common Stock shall thereupon be automatically cancelled. A
schedule of the "earnings before interest and taxes" targets as
referred to herein shall be attached to each stock certificate
representing Special Shares and is on file at the Corporation's
offices at 1705 West Garvey Avenue, North, West Covina,
California 91790.

     8. The Corporation has effectuated a 1.5 to 1 forward stock
split of its shares of common stock outstanding as of October 4,
1991 increasing said shares from 500,000 shares to 750,000
shares. Said reverse split to be effective with the commencement
of business on October 7, 1991.

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     THIRD:    The number of shares of the Corporation
outstanding and entitled to vote at the time of the adoption of
said amendment was 500,000.

     FOURTH:   The number of shares voted for such amendments was
490,362 and the number voted against such amendment was -0-

DATED this 4th day of October, 1991.

FRANKLIN CAPITAL, INC.

By:_____________________________
Earnest Mathis, Jr.,
President and Secretary




VERIFICATION

STATE OF UTAH       )
                    )    ss.
COUNTY OF SALT LAKE )

     The undersigned being first duly sworn, deposes and states:
that the undersigned is the Secretary of Franklin capital, Inc.,
that the undersigned has read the Articles of Amendment and knows
the contents thereof and that the same contains a truthful
statement of the Amendment duly adopted by the sole director and
stockholders of the Corporation.



______________________________________
                              Earnest Mathis, Jr., Secretary



STATE OF UTAH       )
                    :    ss.
COUNTY OF SALT LAKE )

     Before me the undersigned Notary Public in and for the said
County and State, personally appeared Earnest Mathis, Jr. as the
President and Secretary of Franklin Capital, Inc., a Nevada
corporation, and signed the foregoing Articles of Amendment as
his own free and voluntary act and deed pursuant to a corporate
resolution for the uses and purposes set forth.

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     IN WITNESS WHEREOF, I have set my hand and seal this 4th day
of October, 1991.

                              __________________________
                              NOTARY PUBLIC residing at Salt Lake City
                              My Commission Expires:   Nov. 1, 1993



    S T A T E  O F  N E V A D A   S E C R E T A R Y  O F  S T A T E

     I, FRANKIE SUE DEL PAPA, Secretary of State of the State of

Nevada, do hereby certify that FRANKLIN CAPITAL, INC. did on the

THIRTEENTH day of  JULY, 1990, file in this office the original

Articles of Incorporation; that said Articles are now on file and

of record in the office of the Secretary of State of the State of

Nevada, and further, that said Articles contain all the

provisions required by the law of said State of Nevada.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed

the Great Seal of State, at my office in Carson City, Nevada,

this THIRTEENTH day of JULY, A.D. 1990.


                                   ________________________________
                                   Secretary of State



                                   ________________________________
                                   Deputy

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